Zilla:I remember getting the sample from the "Highlander" soundtrack and was blown away by the aggression of the guitar, especially since it's acoustic. I was really trying to make my version of "Warrior" by Lloyd Banks, which was still pretty new at the time--that beat was simple but raw as hell! Alot of the beats on that album were me trying to mimc a hotter beat by someone famous.

After I had the beat, I remember coming up with the title and rhymes around Live 8. My first verse was basically about making a name for ourselves in hip hop, but the second verse was a concious rhyme talking about the ills of society from obese kids to the ozone layer depleting, but it wasn't a protest rap. It was real subtle in that I was just outlining that kids are getting fatter at a younger age and that there's poision all around us that we just live with.

Nico:I remember feeding off of the beat because the energy was crazy so that's where my rhymes went. I automatically figured it for a live joint so my flow was heavy to cater to a crowd on some sing along ish. Steve came up wit the hook and concept and I was feeling the whole " Bad Medicine" idea so I rode it on my first bar,"Fuck the Nyquil, I might kill, might chill, might still, fight till the death to be the best wit the mic skill." Zilla did that alot on this album, you know, forcing concepts that were unorthodox or what not.

Zilla:I had this sample from this song called "Them Hot Pants" or something. The groove was sick, so I just straight jacked it and throw some ambient, orchestral sample over it. I was going for DJ Shadow meets Al Green in a way. Memo aka Bill Sullivan ended up adding live bass to it in the mixing phase.

I remember getting the title from a billboard on 95 South for Canada Dry Ginger Ale that said "Good clean fun." I knew it had to be a live song, but the beat wasn't a party or club banger, just something straight forward and positive. That's how I ended up giving a shoutout to Gianna Zarrella aka Nico's daughter ("We put away the brew when Dom became a father, he loves his daughter, me I'm Uncle Z"). Mikey Nooch, Anthony and Tourguide Chuck were in the studio that night so we through them on the hook to give it that call-and-response live hip hop feel. Good job, assholes!

Nico:Yea, the feel good vibe on this song was classic. I remember being in the studio geeking to the beat before we even laid our verses. It was like we wanted a million people there to shout out that hook but three was sufficient. My rhymes went into a lane without curses or gun talk or anything of the sort. It was just Good Clean Fun hence the title. This was our chance to show there's more to us than just concept heavy, super lyrical songs. "Change is needed, proceeding to greet em, treat em like a human wit a reason for breathing." That should be the concept of life.

Zilla:We were about 90% done the album and I thought we needed a fun, live song to break up the harder, darker vibe of the record at that point. I remember making "Say Goodnight" after trying to make a beat like Nas' "Made You Look" but I knew I wanted it to have Spanish horns like Johnny Cash's "Ring of Fire." I got the sample and just chopped up the first 2 seconds of it, threw a Dennis Coffey breakbeat in the background, added the horns and was on my way. It was WAAAYYY faster than "Made You Look" but it was dope. The beat was done in about 20 minutes.

I had no idea what the hook would be, so I was going through some acapellas I had and stumbled across "Alive" by Beastie Boys. I rememeber thinking, "Man, NOBODY samples the Beastie Boys' vocals. I have to do this." As soon as I heard the Ad Rock rhyme that ended with "Say goodnight," it was over.

It took me a LONG time to write that rhyme. I wasn't sure how to approach it. I ended up just talking about things I thought were funny or ridiculous like "Dumb and Dumber" and "Anchorman" 'cause the beat was loose and fun. And now people lose their minds everytime we close out a show with it.

Nico:I first heard this beat and wasn't really feeling the whole uptempo rock out vibe but after I wrote to it and recited to myself it caught me. This was probably the only song I had trouble writing to cuz I know it would be a single and get the most attention. Both flow and rhymes had to be impeccable or it wouldn't have worked as well as it has. This is a beast when we perform it and had we not done as well in the studio it would probably come off cheesy. Thank God for Noah and Steve in the booth, it took professionalism to make this joint what it is.

Zilla:That track, along with "Management" and "Knives on Trains," were the only sample free songs on the whole record.

I remember Nico left a voicemail on a Sunday afternoon saying "Yo I want to write a song about my grandfather who passed. I just want a hard beat with organs and strings." I did the beat in an hour and that was it.

Our man Arkive aka Noah Goldstein aka Cotton Moon sung the vocals on the hook. It came out beautifully. It was slated to be a solo song for Nico but after I heard the hook I told him, "This is going on our album." I added a little bridge in the end about my grandfather who had just passed around that time. I love Nico's rhymes on there because they were so vivid and poetic, direct and honest all at once. "Too young to understand why the tears fall and hearts break, why the clouds shake with helicopters on a dark day." That still gives me goosebumps.

Nico:This song is my heart in a nutshell. It took the least amount of time to write because I just told the story as I seen it happen. I remember writing "Ode To The Dead" wit tears actually falling down my face. Wit every line there was another memory drippin from my brain onto this beat. The beat was actually pulling me deeper into shit that I wanted to leave stowed away. I'm glad it took me there and I got it off my chest. "The leaves are falling and your chariot awaits, You carried me as a baby, I carried you to your grave." Curtains!

Zilla:I thought that sample was so beautiful, I was actually gonna keep it and do a solo song for my girlfriend. But I thought it would be a great way to end the album if both us talked about the women in our lives because most MC's don't do that. I guess they're afraid to look vulnerable or loving but you can't be a tough guy all of the time. If you don't have a strong, loving woman behind you, you're really missing something.

I wrote my verse as a personal collage of all the random inside jokes and experiences my girlfriend and I shared at that time. It sounds pretty nonsensical to the outside world but we get it.

I came up with the hook from a lyric from a Shins song "Caring is Creepy" where dude said "Hold your glass up, hold it in ." And then the first half of the hook came from a Bjork song "The Pleasure is All Mine." I thought it sounded dope together, like we were toasting our women and letting them know we were grateful of their presence in our lives.

Me and Noah (Arkive) were at the studio late as hell and we just did those overlying harmonies at the end of the song. We were so excited and thought it was the best way to end the song and the album. He sung on there as well. It added substance and layers to that track--it really reached its full potential.

I miss having him around in sessions--he played a BIG part in that album, helping us develop ideas, fine tuning our performances and shaping the overall sound of the album in the mixing and mastering phase. He was like the third member of Clean Guns for the majority of the album. Now we works as a full-time engineer at Electric Ladyland Studios in Brooklyn with heavyweights. He deserves all the success in the world because he literally did everything he could for 3-4 years to become a full-time engineer, from working at this ghetto studio in West Philly for peanuts to interning and living in Iceland in 3 months . He's my friend and he's the shit!!!

Nico:Noah definitely is the shit!! This song was another story joint for me. I wrote about a long night in the hospital with my wife in labor for 18 hours. As vivid as "Ode to the Dead" just wit a better ending. "I cried wit my arms crossed, tears filled wit dark thoughts. That she won't make it, man, I couldn't take it." One of the longest nights of my life in one 16 bar verse.